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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Viasoft, Inc.
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(Name of Issuer)
Common Stock, $0.001 Par Value
and
Preferred Share Purchase Rights
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(Title of Class of Securities)
92552U-10-2
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(CUSIP Number)
Kristine Kennedy Rieger, Esq.
Senior Vice President, Secretary and General Counsel
Allen Systems Group, Inc.
1333 Third Avenue South
Naples, Florida 34102
(800) 932-5536
Copy to:
Robert E. McLaughlin, Esq.
Steptoe & Johnson LLP
1330 Connecticut Avenue, N.W.
Washington, D.C. 20036
Telephone: (202) 429-3000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 5, 2000
--------------------------------
(Date of Event Which Requires Filing of This Statement)
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If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box [_].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See rule 13d-1(a) for other parties to whom copies are to be
sent.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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1 NAMES OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
<TABLE>
<S> <C>
ASG Sub, Inc. I.R.S. Identification No.: [ ]
Allen Systems Group, Inc. I.R.S. Identification No.: [ ]
Arthur L. Allen
</TABLE>
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
BK
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [_]
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Allen Systems Group, Inc. - Delaware
ASG Sub, Inc. - Delaware
Arthur L. Allen - USA
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<TABLE>
<S> <C> <C> <C>
7 SOLE VOTING POWER
ASG Sub, Inc. 9,111,209
Allen Systems Group, Inc. 9,111,209
NUMBER OF Arthur L. Allen 9,111,209
SHARES ----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY ASG Sub, Inc. 0
EACH Allen Systems Group, Inc. 0
REPORTING Arthur L. Allen 0
PERSON ----------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
ASG Sub, Inc. 9,111,209
Allen Systems Group, Inc. 9,111,209
Arthur L. Allen 9,111,209
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10 SHARED DISPOSITIVE POWER
ASG Sub, Inc. 0
Allen Systems Group, Inc. 0
Arthur L. Allen 0
</TABLE>
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
<TABLE>
<S> <C>
ASG Sub, Inc. 9,111,209
Allen Systems Group, Inc. 9,111,209
Arthur L. Allen 9,111,209
</TABLE>
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
<TABLE>
<S> <C>
ASG Sub, Inc. 87%
Allen Systems Group, Inc. 87%
Arthur L. Allen 87%
</TABLE>
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14 TYPE OF REPORTING PERSON
<TABLE>
<S> <C>
Allen Systems Group, Inc. CO
ASG Sub, Inc. CO
Arthur L. Allen IN
</TABLE>
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ITEM 1. SECURITY AND ISSUER.
This Statement relates to the Common Stock, par value $.001 per share
(the "Common Stock"), of Viasoft, Inc., a Delaware corporation (the "Issuer"),
and the associated Preferred Share Purchase Rights issued pursuant to that
certain Rights Agreement between the Issuer and Harris Trust and Savings Bank,
as rights agent, dated as of April 20, 1998, as amended on July 14, 1999 and
April 27, 2000 (the "Rights" and together with the Common Stock, the "Shares").
The address of the principal executive offices of the Issuer is 4343 East
Camelback Road, Suite 205, Phoenix, Arizona 85018.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by ASG Sub, Inc. ("ASG Sub"), a Delaware
corporation, Allen Systems Group, Inc. ("Allen Systems"), a Delaware corporation
and Arthur L. Allen. ASG Sub is a wholly owned subsidiary of Allen Systems.
Arthur L. Allen is the founder and Chief Executive Officer, President,
Treasurer, sole director and sole shareholder of Allen Systems. Set forth on
Schedule A is the name of each of the directors and executive officers of ASG
Sub and Allen Systems and the present principal occupation or employment of each
such person.
(b) The business address of the principal office of ASG Sub, Allen
Systems and Arthur L. Allen is 1333 Third Avenue South, Naples, Florida 34102.
(c) ASG Sub was formed solely for the purpose of acquiring the Shares
and is engaged in no other business. ASG Sub is a wholly owned subsidiary of
Allen Systems. Allen Systems is a privately held, computer software company that
focuses on providing enterprise software for breakthrough productivity.
(d) To the knowledge of the undersigned, during the last five years,
neither ASG Sub, Allen Systems, Arthur L. Allen, nor any other person named on
Schedule A hereto has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) To the knowledge of the undersigned, during the last five years,
neither ASG Sub, Allen Systems, Arthur L. Allen nor any other person named on
Schedule A hereto has been a party to a civil proceeding of a judicial or
administrative body and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) Arthur L. Allen and each of the other individuals identified on
Schedule A is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
ASG Sub acquired 9,111,209 Shares for $76,534,156 through a cash tender
offer of $8.40 per share in cash. All of the purchase price, together with
expenses of the acquisition, was financed from the proceeds of a $100 million
loan from LaSalle Bank N.A. and KeyBank
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National Association (the "Banks") under the terms of a credit agreement dated
as of April 26, 2000 among the Banks, ASG Sub and Allen Systems (the "Credit
Agreement").
ASG Sub and Allen Systems have pledged their assets, including the
9,111,209 Shares acquired in the Offer (defined below), to the Banks to secure
the repayment of this loan, and the Issuer has guaranteed such repayment and
pledged its assets to the Banks as security for such repayment, pursuant to the
terms of the Credit Agreement. For a more detailed description of the terms of
the Credit Agreement, see "Special Factors--9. Financing of the Offer and
Merger" in the Offer to Purchase, as amended (the "Offer to Purchase"), a copy
of which has been previously filed as Exhibit (a)(1) to the Schedule TO filed
with the Securities and Exchange Commission (the "Commission") on May 4, 2000 by
Allen Systems, ASG Sub and the Issuer, as amended (the "Schedule TO") and which
is incorporated herein by reference as Exhibit 5.
ITEM 4. PURPOSE OF TRANSACTION.
(a)-(j) The Shares were acquired through a combined tender offer
commenced by ASG Sub and the Issuer on May 4, 2000 (the "Offer") pursuant to an
Agreement and Plan of Merger by and among the Issuer, Allen Systems, and ASG
Sub, entered into on April 27, 2000 and amended on May 25, 2000 (the "Merger
Agreement"). As a result of this Offer, on June 5, 2000, ASG Sub and the Issuer
acquired, for $8.40 per share, an aggregate of approximately 16.9 million (93%)
of the Shares which were issued and outstanding immediately prior to the
consummation of the Offer, including the 9,111,209 Shares acquired by ASG Sub
referred to under Item 3 above.
Pursuant to the terms of the Merger Agreement, ASG Sub has agreed to
vote, or cause to be voted, all Shares owned by it in favor of the adoption of
the Merger Agreement and approval of the merger of ASG Sub with and into the
Issuer (the "Merger"), as contemplated by the Merger Agreement. In the Merger,
each outstanding Share that is not owned by ASG Sub or the Issuer (or by
shareholders who perfect their appraisal rights under Delaware law) will be
converted into the right to receive $8.40 net in cash, without interest, and the
Issuer will become a wholly owned subsidiary of Allen Systems (the "Surviving
Corporation").
The Surviving Corporation's management will review proposals or may
propose the acquisition or disposition of assets or other changes in the
Surviving Corporation's business, corporate structure, capitalization,
management or dividend policy that it considers to be in the best interests of
the Surviving Corporation and its shareholder, Allen Systems. Management of the
Surviving Corporation may, from time to time, evaluate and review the Issuer's
businesses, operations and properties and make such changes as are deemed
appropriate including the transfer of all or part of the Surviving Corporation's
assets or business to Allen Systems.
The Merger Agreement provides that promptly after the purchase of 51%
of the outstanding Shares on a fully diluted basis by ASG Sub and the Issuer
pursuant to the Offer, ASG Sub shall be entitled to designate such number of
directors to the Board of Directors of the Issuer (the "Issuer Board"), as will
give ASG Sub representation proportionate to its ownership interest. Pursuant
thereto, John J. Barry III, Alexander S. Kuli, and J. David Parrish have
resigned from their positions on the Issuer Board and Arthur L. Allen, Kristine
Kennedy Rieger,
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and Patrick L. Pullen have been appointed to the Issuer Board to fill the
vacancies created by such resignations. They have also been appointed as the
senior officers of the Issuer.
ASG Sub intends to initiate the termination of the registration of the
Shares under the Securities Exchange Act of 1934 (the "Exchange Act") no later
than promptly following consummation of the Merger. At such time, the Shares
will no longer be quoted on the Nasdaq National Market ("Nasdaq") and there will
be no public market for the Shares.
The preceding description of the Merger Agreement is qualified in its
entirety by reference to the full text of the Agreement and Plan of Merger dated
as of April 27, 2000 by and between Allen Systems, ASG Sub and the Issuer, and
to the First Amendment to Agreement and Plan of Merger dated as of May 25, 2000
by and between Allen Systems, ASG Sub and the Issuer, copies of which have been
previously filed with the Commission as exhibits to the Schedule TO and which
are incorporated herein by reference as Exhibits 1 and 2, respectively. The
preceding description of the Credit Agreement is qualified in its entirety by
reference to the full text of the Credit Agreement dated as of April 26, 2000 by
and among ASG Sub, Allen Systems, LaSalle Bank, N.A. and KeyBank National
Association, a copy of which has also been previously filed with the Commission
as an exhibit to the Schedule TO and which is incorporated herein by reference
as Exhibit 3.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) As of the date hereof, ASG Sub owns of record and beneficially
and has the sole power to vote and sole power to dispose or direct the
disposition of 9,111,209 Shares which represent approximately 87% of the
Issuer's outstanding Shares. These same Shares are also owned beneficially by
Allen Systems and Arthur L. Allen by virtue of their respective direct and
indirect 100% ownership of ASG Sub. As President of ASG Sub and President and
sole owner of Allen Systems, Arthur L. Allen has the sole power to vote and sole
power to dispose or direct the disposition of such Shares.
(c) Except as otherwise set forth herein, to the knowledge of the
undersigned, ASG Sub, Allen Systems, Arthur L. Allen and the other persons
listed on Schedule A have not effected any transactions in Shares during the
past 60 days.
(d) Except as provided by the terms of the Credit Agreement, no person
other than ASG Sub, Allen Systems and Arthur L. Allen has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the Shares reported on herein.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
ASG Sub entered into a Shareholder Tender and Voting Agreement, dated
as of April 27, 2000, with all of the then directors and executive officers of
the Issuer (the "Shareholder Agreement"). These directors and executive officers
owned, in the aggregate, approximately
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339,427 Shares, constituting approximately 1.9% of all Shares outstanding on
April 28, 2000. Under the Shareholder Agreement, each shareholder party agreed,
among other things, (i) to tender pursuant to the Offer all Shares then owned or
later acquired by the shareholder and not to withdraw such tender (subject to
applicable law) unless and until the Merger Agreement was terminated in
accordance with its terms, (ii) if the Offer were not consummated, to vote such
Shares in favor of the Merger and against any competing merger, consolidation,
combination, sale of assets, reorganization, joint venture or recapitalization,
or any liquidation or winding up of the Issuer and against any amendment of the
Issuer's certificate of incorporation or bylaws which would in any manner
impede, frustrate, prevent or nullify, or result in a breach of any covenant,
representation or warranty or any other obligation or agreement of the Issuer
under or with respect to, the Offer, the Merger, the Merger Agreement or any of
the transactions contemplated by the Merger Agreement, (iii) generally not to
sell, transfer, encumber, pledge, dispose of or grant an option with respect to
such Shares until the earlier of termination of the Merger Agreement or the
record date for the meeting at which shareholders of the Issuer were asked to
vote on the Merger (other than pursuant to the Offer) and (iv) from the
consummation of the Offer to the closing of the Merger, not to exercise stock
options for Shares or other rights to acquire capital stock of the Issuer. The
preceding description of the Shareholder Agreement is qualified in its entirety
by reference to the full text of the Shareholder Agreement, a copy of which has
been previously filed with the Commission as Exhibit (d)(4) to the Schedule TO
and which is incorporated herein by reference as Exhibit 4.
Other than as reflected in the Offer to Purchase, the Merger Agreement,
the Shareholder Agreement and the Credit Agreement, to the knowledge of the
undersigned, ASG Sub, Allen Systems, Arthur L. Allen and the other persons named
on Schedule A are not parties to any contract, arrangement, understanding or
relationship of the type specified by this Item 6 with respect to any equity
securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following documents are filed as exhibits:
1. Agreement and Plan of Merger, dated as of April 27, 2000, by
and among the Issuer, Allen Systems and ASG Sub (incorporated
herein by reference to Exhibit (d)(1) of Schedule TO filed by
Allen Systems, ASG Sub and the Issuer on May 4, 2000).
2. First Amendment to Agreement and Plan of Merger, dated as of
May 25, 2000 by and among Allen Systems, ASG Sub and the
Issuer (incorporated herein by reference to Exhibit (d)(5) of
Amendment No. 2 to Schedule TO filed by Allen Systems and ASG
Sub on May 25, 2000).
3. Credit Agreement, dated as of April 26, 2000, among ASG Sub,
Allen Systems, LaSalle Bank, N.A., and KeyBank National
Association (incorporated herein by reference to Exhibit
(b)(10) of Schedule TO filed by Allen Systems, ASG Sub and the
Issuer on May 4, 2000).
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4. Shareholder Tender and Voting Agreement, dated as of April 27,
2000, by and among ASG Sub, Inc. and certain of the holders of
Shares of the Issuer (incorporated herein by reference to
Exhibit (d)(4) of the Schedule TO filed by Allen Systems, ASG
Sub and the Issuer on May 4, 2000).
5. Offer to Purchase, dated May 4, 2000, as amended,
(incorporated herein by reference to Exhibit (a)(1) of the
Schedule TO filed by Allen Systems, ASG Sub and the Issuer on
May 4, 2000, as amended).
The agreement of the parties pursuant to Rule 13d-1(k)(1)(iii) under the
Exchange Act is included under the heading "Signatures" below.
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of and on
behalf of the undersigned, the undersigned certify that the information set
forth in this statement is true, complete and correct and the undersigned each
agree that this Schedule 13D is filed on behalf of each of them.
Date: June 14, 2000
/s/ Arthur L. Allen
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ARTHUR L. ALLEN
ASG SUB, INC.
By: /s/ Arthur L. Allen
--------------------------------
Arthur L. Allen
President
ALLEN SYSTEMS GROUP, INC.
By: /s/ Arthur L. Allen
--------------------------------
Arthur L. Allen
President
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
1. Agreement and Plan of Merger, dated as of April 27, 2000,
by and among the Issuer, Allen Systems and ASG Sub
(incorporated herein by reference to Exhibit (d)(1) of
Schedule TO filed by Allen Systems, ASG Sub and the Issuer
on May 4, 2000).
2. First Amendment to Agreement and Plan of Merger, dated as
of May 25, 2000 by and among Allen Systems, ASG Sub and
the Issuer (incorporated herein by reference to Exhibit
(d)(5) of Amendment No. 2 to Schedule TO filed by Allen
Systems and ASG Sub on May 25, 2000).
3. Credit Agreement, dated as of April 26, 2000, among ASG
Sub, Allen Systems, LaSalle Bank, N.A., and KeyBank
National Association (incorporated herein by reference to
Exhibit (b)(10) of Schedule TO filed by Allen Systems, ASG
Sub and the Issuer on May 4, 2000).
4. Shareholder Tender and Voting Agreement, dated as of April
27, 2000, by and among ASG Sub, Inc. and certain of the
holders of Shares of the Issuer (incorporated herein by
reference to Exhibit (d)(4) of the Schedule TO filed by
Allen Systems, ASG Sub and the Issuer on May 4, 2000).
5. Offer to Purchase, dated May 4, 2000, as amended,
(incorporated herein by reference to Exhibit (a)(1) of the
Schedule TO filed by Allen Systems, ASG Sub and the Issuer
on May 4, 2000, as amended).
</TABLE>
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Schedule A
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DIRECTORS AND EXECUTIVE OFFICERS OF
ASG SUB, INC. AND ALLEN SYSTEMS GROUP, INC.
Name and Present Principal Occupation Including Name of Employer(1)
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Arthur L. Allen
Chief Executive Officer, President, Treasurer and Sole Director
Allen Systems Group, Inc. and ASG Sub, Inc.
1333 Third Avenue South
Naples, Florida 34102
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Kristine Kennedy Rieger
Senior Vice President, Secretary and General Counsel
Allen Systems Group, Inc. and ASG Sub, Inc.
1333 Third Avenue South
Naples, Florida 34102
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Patrick L. Pullen
Chief Financial Officer and Senior Vice President
Allen Systems Group, Inc. and ASG Sub, Inc.
1333 Third Avenue South
Naples, Florida 34102
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(1) Effective on June 5, 2000, in accordance with the terms of the
Merger Agreement, Mr. Allen was elected and appointed President, Chief Executive
Officer, Treasurer and Chairman of the Board of Viasoft, Inc.; Ms. Rieger was
elected and appointed Senior Vice President, Secretary, General Counsel and a
Director of Viasoft, Inc.; and Mr. Pullen was elected and appointed Senior
Vice President, Chief Financial Officer and a Director of Viasoft, Inc.
10
